Relationship Agreement

Richmond, VA, [December 17, 2024] – Indivior PLC (NASDAQ / LSE: INDV) (“Indivior” or the “Company”) today announced that, following recent discussions with Oaktree Capital Management L.P. (“Oaktree”), which advises certain funds that own ordinary shares of Indivior, the Company has agreed to make certain changes to its Board of Directors (the “Board”) and take other related actions, including the following:

Item 4 to the Schedule 13D is hereby amended to incorporate the following at the end thereof:

On December 16, 2024, OVO Fund, VOF, OPI Fund and Boston Patriot Arlington ST LLC (together, the “Oaktree Parties”) entered into a Relationship Agreement (the “Relationship Agreement”) with the Issuer, pursuant to which the Issuer agreed to (i) appoint Robert Schriesheim and Joe Ciaffoni to the Board within one business day following the date of the Relationship Agreement, (ii) include Mr. Schriesheim as a candidate (along with other candidates selected by the Issuer) in the Board’s ongoing process to appoint a successor Chair of the Board, (iii) in the event that Mr. Schriesheim is not appointed as Chair of the Board, appoint a third person selected by the Oaktree Parties to the Board (such person, if applicable, together with Mr. Schreisheim and Mr. Ciaffoni, the “New NEDs”) no later than January 31, 2025, (iv) appoint Mr. Schriesheim and Mr. Ciaffoni as members of the Nomination Committee and the Operational Committee of the Board, and (v) from January 1, 2025 until the expiry of the Relationship Agreement have a maximum of 10 directors on the Board, or, if the third New NED is appointed, 11 directors.  The Issuer also agreed that the Board will unanimously recommend to shareholders the re-appointment of the New NEDs to the Board at the 2025 Annual General Meeting of the Issuer.

The Relationship Agreement further provides that, until the expiration of the Relationship Agreement, the Oaktree Parties will not, and will take reasonable steps to ensure that each of their affiliates will not, (i) remove or publicly propose the removal of any member of the Board, (ii) put forward or propose any resolution, agenda item or amendment thereto at a general meeting of the Issuer, (iii) nominate any person to the Board, (iv) require the Board to call a general meeting of the Issuer, (v) require circulation of a statement relating to a proposed resolution or any other business to be dealt with at a general meeting of the Company, (vi) make any public proposal to change (a) the Board or management, (b) the capitalization or capital allocation program and practices of the Issuer, or (c) the Issuer’s business or corporate structure, or (vii) vote against the recommendation of the Board on any Ordinary Course Resolution, or solicit or knowingly urge any shareholder of the Issuer to take the foregoing actions. The Relationship Agreement also contains mutual non-disparagement and no litigation covenants.

The Relationship Agreement will terminate on December 31, 2025, provided that the Oaktree Parties may terminate the Relationship Agreement earlier if the Issuer breaches certain provisions of the Relationship Agreement.

The foregoing description of the Relationship Agreement does not purport to be complete and is qualified in its entirety by reference to the Relationship Agreement, which is attached as Exhibit 2 hereto and incorporated herein by reference.

Item 6 to the Schedule 13D is hereby amended to incorporate the following at the end thereof:

On December 16, 2024, the Oaktree Parties entered into the Relationship Agreement, as defined and described in Item 4 above, which is attached as Exhibit 2 hereto and incorporated herein by reference.

Each of the following words and expressions has the following meanings unless expressly stated otherwise:

“2025 AGM” the Annual General Meeting of the Company required to be held in respect of the period following its accounting reference date of 31 December 2024;

“2026 AGM” the Annual General Meeting of the Company required to be held in respect of the period following its accounting reference date of 31 December 2025;

“Additional Nominee” has the meaning given to it in Clause 3.1.3;

“Affiliate” means in relation to any person:

(a)its subsidiaries, any holding company and any subsidiary of that holding company;

(b)any person who directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person;

(c)any investment manager or investment advisor of the person and such investment manager’s subsidiaries and holding companies, any entity managed or advised by that investment manager or investment advisor and any other person that is managed or advised by the person in its capacity as investment manager or investment advisor; and

(d)its managed investment funds,

(e)provided, further, that “Affiliates” of a person shall not include any entity, solely by reason of the fact that one or more of such person’s employees, directors or principals serves as a member of its board of directors or similar governing body; provided, further, that with respect to Oaktree, “Affiliates” shall not include any portfolio operating company (as such term is understood in the private equity industry) of any member of the Oaktree Group;

“Announcement” has the meaning given to it in Clause 2.1;

“Annual General Meeting” means any annual general meeting of the Company required to be held in accordance with section 336 of the Companies Act;

“Applicable Law” means all laws, regulations, directives, statutes, subordinate legislation, common law and civil codes of any jurisdiction (including the City Code on Takeovers and Mergers), all judgments, orders,

notices, instructions, decisions and awards of any court or competent authority (including the Takeover Panel) or tribunal exercising statutory or delegated powers and all codes of practice having force of law, statutory guidance and policy notes, in each case to the extent applicable to the Parties or any of them;

“Articles” means the articles of association of the Company;

“Board” means the board of Directors from time to time;

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in New York and London;

“Companies Act” means the Companies Act 2006;

“control” means in relation to a body corporate (“company A”), the power of a person (“P”) to secure:

(a)by means of the holding of shares or the possession of voting power in relation to that or any other body corporate; or

(b)as a result of any powers conferred by the articles of association or other document regulating that or any other body corporate,

that the affairs of company A are conducted in accordance with P’s wishes;

and “controlled” and “controlling” shall be construed accordingly;

“Current Voting Rights” has the meaning given to it in Clause 5.1;

“Director” means a director of the Company;

“DTRs” means the Disclosure Guidance and Transparency Rules of the FCA;

(c)“FCA” means the Financial Conduct Authority of the United Kingdom;

“FSMA” means the Financial Services and Markets Act 2000;

“Group” means the Company and its subsidiary undertakings from time to time and a “member of the Group” means any one of them;

“Initial Nominees” has the meaning given to it in Clause 3.1.1;

“Interest” means, in relation to Shares, any interest in Shares including by way of ownership, the right to exercise or direct the exercise of the Voting Rights attaching to Shares, any agreement to purchase, option or derivative giving the right to acquire or call for delivery of Shares or which obliges the holder to take delivery of Shares, and any derivative whose value is determined by reference to the price of Shares and which results or may result in the holder having a long position in Shares;

“Nasdaq Listing Rules” means the rules of the Nasdaq Stock Market;

“New NEDs” has the meaning given to it in Clause 3.1.3;

“Nomination Committee” means the nomination committee of the Board;

“Oaktree Group” has the meaning given to it in Clause 3.5.1;

“Oaktree Individuals’ Knowledge” means the actual knowledge of each of Steven Tesoriere and Andrew West, including the knowledge that each would obtain after due and careful inquiry;

“Operational Committee” means the operational committee of the Board;

“Ordinary Course Resolution” means a resolution of the Company proposed by the Board at an Annual General Meeting of the Company in relation to:

(d)receiving and adopting the Directors’ report;

(e)the annual retirement and re-election of any Director in accordance with article 78 of the Articles;

(f)appointing or re-appointing the Company’s auditors and/or registered public accounting firm;

(g)authorising the audit committee of the Company to determine the remuneration of the Company’s auditors;

(h)authorising the allotment of shares in the Company in accordance with section 551 of the Companies Act, subject to such authority being in accordance with market practice (including any Investment Association guidelines) as at the proposed date for such resolution for companies incorporated in England and Wales that are listed on the Official List and that are traded on the London Stock Exchange’s main market for listed securities;

(i)authorising the Directors to allot equity securities for cash pursuant to section 570 of the Companies Act, subject to the maximum level of disapplication being over (i) 5% of the Company’s issued share capital for use on an unrestricted basis; and (ii) an additional authority over a further 5% of the Company’s issued share capital for use in connection with an acquisition or specified capital investment announced at the same time as the issue, or which has taken place in the six month period preceding the announcement of the issue;

(j)authorising the Company for the purposes of section 693 of the Companies Act to make market purchases of its Shares;

(k)payment of a final or interim cash dividend; or

(l)authorising the Company to call a general meeting of the Company other than an Annual General Meeting on not less than 14 clear days’ notice;

“Regulation FD” means Regulation Fair Disclosure rules of the SEC.

“Representation” has the meaning given to it in Clause 8.2;

“Schedule 13D/A” has the meaning given to it in Clause 2.2;

“SEC” means the United States Securities and Exchange Commission;

“Securities Act” means the Securities Act of 1933 (as amended);

“Shareholder” means a holder of Shares;

“Shares” means the ordinary shares of the Company;

“UK Listing Rules” means the Listing Rules of the FCA made under Part 6 of the FSMA as modified from time to time and “UK Listing Rule” or “UKLR” means any one of them;

“UK MAR” means assimilated Regulation EU No 596/2014 as it forms part of the law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018); and

“Voting Rights” means the rights attaching to Shares or any other securities issued by the Company to vote at general meetings of the Company on all, or substantially all, matters and any direct or indirect rights to control the exercise of such voting rights.

2.1Statutory references

A reference to an enactment or statutory provision shall include a reference to any subordinate legislation made under the relevant enactment or statutory provision and is a reference to that enactment, statutory provision or subordinate legislation as from time to time amended, modified, incorporated or reproduced and to any enactment, statutory provision or subordinate legislation that from time to time (with or without modifications) re-enacts, replaces, consolidates, incorporates or reproduces it.

2.2References to the singular etc.

Save where the context otherwise requires, the singular includes the plural and vice versa and reference to any gender includes a reference to all other genders.

2.3Headings

Save where the context otherwise requires, headings and the use of bold typeface shall be ignored.

2.4Defined terms

In this Agreement, words and expressions defined in the Acts shall bear the same meaning as in the Acts unless expressly provided otherwise.

2.5References to a person

Save where the context otherwise requires, a reference to a person includes a reference to a firm, a body corporate, an unincorporated association or to a person’s executors or administrators.

2.6Writing

Save where the context otherwise requires, references to writing shall include any typewriting, printing, lithography, photography and any other modes of representing or reproducing words in a legible and non-transitory form and documents and information sent or supplied in electronic form are “in writing” for the purpose of this Agreement;

2.7References to agreements

Save where the context otherwise requires, references in this Agreement to any other agreement or other instrument (other than an enactment or statutory provision) shall be deemed to be references to such agreement or instrument as from time to time amended, varied, supplemented, substituted, novated or assigned.

2.8Meaning of includes and including “Includes” and “including” shall be construed without limitation.